OMAHA, Neb. & NEW YORK--(BUSINESS WIRE)--TD AMERITRADE (NASDAQ:AMTD) and thinkorswim Group Inc. (NASDAQ:SWIM)
today announced that they have entered into a definitive agreement for
TD AMERITRADE to acquire thinkorswim in a cash and stock deal valued at
approximately $606 million as of Jan. 7, 2009.(2) This
acquisition underscores TD AMERITRADE’s position as a successful
industry consolidator.

thinkorswim is among the fastest growing online brokerage firms and has
unique trading and investor education capabilities, particularly for the
fastest growing segment of the industry – options trading.(3)
Over the 12-month period ended Sept. 30, 2008, the company generated
$380 million in revenue and $87 million in pre-tax income. It has
approximately 87,000 funded retail brokerage accounts, each placing
approximately 176 trades per year, more than $3 billion in client assets
and more than 375,000 education graduates.(4)

Extending our Market Share Leadership

TD AMERITRADE is the current industry leader in the number of equity
trades placed each day, and thinkorswim currently leads the industry in
retail options trades placed each day. The combination of these two
complementary firms will enhance the Company’s position, making TD
AMERITRADE the new industry leader in the number of options trades
placed each day.(1)

Advancing our Growth Strategy

This deal advances TD AMERITRADE’s growth strategy for its active trader
client segment by introducing new trading functionality for traders,
including advanced options trading, futures, foreign exchange trading
and portfolio margining. TD AMERITRADE is uniquely positioned to
leverage the Investools education offering as an acquisition channel and
to help deepen the relationships it has with its nearly seven million
existing retail client accounts. The Company plans to expand the
offering over time to include programs for long-term investing, helping
to further drive its asset gathering strategy.

“This transaction is directly aligned with our growth strategy, creating
scale for the trading side of our business and, more importantly,
advancing our trading strategy by several years,” said Fred Tomczyk,
president and chief executive officer at TD AMERITRADE. “The thinkorswim
team is very talented, and their innovative approach has led to
outstanding achievements in technology and education. Together, we will
extend our leadership in the industry with a best-in-class platform for
traders, investors and registered investment advisors.

“We have a strong, stable balance sheet. We are well-capitalized. We
have strong cash flow – all of which put us in a unique position to be
opportunistic in the current economic environment,” Fred Tomczyk
continued. “This transaction will improve our competitive standing in
several key areas and position us for greater success and enhanced
growth prospects. It is consistent with our strategy to improve our
competitive position in this environment and manage for the other side
of the cycle.”

“We are excited about this transaction with TD AMERITRADE, as it will
provide a premium to our current share price for our shareholders and
access to a wider range of Web and software-based trading and education
technology for our clients. It is also an opportunity for our employees
to contribute to accelerated growth at TD AMERITRADE,” said Lee Barba,
chairman and chief executive officer of thinkorswim. “We believe this
combination will enhance the Company’s leadership position in the
investment services industry by providing the kind of highly compelling
trading technology and education-based services that investors demand in
today’s rapidly moving markets.”

High-Value Clients

This combination will add a fast-growing, highly active and engaged
group of thinkorswim traders to the TD AMERITRADE family, which is
reflected in the data highlighted below:(4)

Industry-leading growth rate, including a 161 percent increase in
Daily Average Revenue Trades (DARTs) and an 82 percent rise in client
accounts;

Approximately 49,000 DARTs, for a combined, pro-forma total of 350,000
trades per day; and

Approximately 37,000 options trades per day, for a combined, pro-forma
total of 73,000 options trades per day.

thinkorswim clients should expect no immediate impact to their accounts
or how they trade. All clients will receive more detailed information
about what they can expect from the combined company after the
acquisition is completed.

Terms of the Transaction

The principal terms of the transaction include the following:

TD AMERITRADE will acquire thinkorswim for approximately $606 million,
which includes $225 million to be paid in cash and the issuance of
approximately 28 million shares of TD AMERITRADE common stock to
thinkorswim shareholders.(2) At closing, each share of
thinkorswim will be exchanged for $3.34 in cash and 0.3980 of a TD
AMERITRADE share. This represents a 46 percent premium based on the
30-day average exchange ratio, and a 29 percent premium based on the
90-day average exchange ratio.

TD AMERITRADE intends to initiate a new stock buyback program that
will equal the approximately 28 million shares issued in the
acquisition.

TD AMERITRADE expects the transaction to be accretive by approximately
three to seven percent of fiscal 2010 GAAP earnings and 10 to 15
percent 12 months following the completed integration, which includes
the benefit to be received from the intended buyback program.

TD AMERITRADE will retain key members of thinkorswim management. Mr.
Barba will have an active role in the transition, and thinkorswim
founders Tom Sosnoff and Scott Sheridan will join TD AMERITRADE after
the transaction closes.

The transaction is subject to approval by thinkorswim stockholders,
regulatory approvals and customary closing conditions. TD AMERITRADE and
thinkorswim expect the deal to close within the next six months.

Merrill Lynch & Co. is serving as financial advisor to TD AMERITRADE.
Paragon Capital Partners LLC is serving as financial advisor to
thinkorswim. UBS Investment Bank provided an opinion to the thinkorswim
board of directors with respect to this transaction.

Conference Call/Webcast

TD AMERITRADE will host a conference call for shareholders, analysts and
media this morning, Jan. 8, 2009, at 7:30 a.m. CST to discuss this
announcement. The call will feature a presentation by Mr. Tomczyk and
Chief Financial Officer Bill Gerber, and brief remarks from Mr. Barba. A
live Webcast of the conference call will be available from the TD
AMERITRADE Web site, www.amtd.com.
Please click on “Investors” and “Calendar of Events,” or here,
to access the event. Participants may also listen to the call by dialing
(877) 723-9519.

AMTD-G

About TD AMERITRADE Holding Corporation

TD AMERITRADE Holding Corporation, through its brokerage subsidiaries,(5)
provides a dynamic balance of investment products and services that make
it the investment firm of choice for millions of retail investor and
independent registered investment advisor (RIA) clients. Listed by Forbes
as one of America’s best big companies, the Company offers a full
spectrum of investment services, including a leading active trader
program, intuitive long-term investment solutions and a national branch
system, as well as relationships with one of the largest independent RIA
networks.(6) The Company’s common stock trades under the
ticker symbol AMTD. For more information, please visit www.amtd.com.

About thinkorswim Group Inc.

thinkorswim Group Inc. (www.thinkorswim.com)
offers market-leading online brokerage, investor education and related
financial products and services for self-directed investors and active
traders. thinkorswim, Inc., our award-winning online brokerage division,
provides a suite of trading platforms serving self-directed and
institutional traders and money managers. thinkorswim platforms have
easy-to-use interfaces, sophisticated analytical and research tools, and
fast and efficient order execution for even the most complex trading
strategies. thinkorswim customers trade a broad range of products
including stock and stock options, index options, futures and futures
options, forex, mutual funds and fixed income. Investools’ Education
Group, a subsidiary of thinkorswim Group Inc., offers a full range of
investor education products and services that provide lifelong learning
in a variety of interactive delivery formats. Investools’ graduates can
then apply what they've learned by trading with thinkorswim’s online
brokerage platforms.

(2) The estimated total transaction value is based on the
closing price of TD AMERITRADE common stock on Wednesday, Jan. 7, 2009
and the number of fully diluted thinkorswim common shares outstanding at
the offer value on Jan. 5, 2009. The purchase price for accounting
purposes will be determined upon the closing of the acquisition and will
depend on TD AMERITRADE’s stock price and the number of thinkorswim
shares outstanding at that time.

(3) Source: thinkorswim and competitor company filings as of
Sept. 30, 2008

(4) Source: thinkorswim company filings for the 12 months
ended Sept. 30, 2008. The growth rate referenced for DARTs was
calculated comparing the average retail DARTs for the 12 months ended
Sept. 30, 2008, to the average retail DARTs for the 12 months ended
Sept. 30, 2007. The growth rate referenced for accounts was calculated
comparing the number of accounts on Sept. 30, 2008 to the number of
accounts on Sept. 30, 2007. Any pro-forma totals represent the
combination of thinkorswim and TD AMERITRADE company filings for the
last 12 months ended Sept. 30, 2008.

The risk of loss in trading securities, options, futures and forex can
be substantial. Clients must consider all relevant risk factors
including their own personal financial situation before trading. Options
involve risk and are not suitable for all investors. See the Options
Disclosure Document: Characteristics
and Risks of Standardized Options. Trading foreign exchange on
margin carries a high level of risk as well as its own unique risk
factors, please read the following risk disclosure before considering
the trading of this product: Forex
Risk Disclosure.

Safe Harbor

Information in thisFAQ contains forward-looking statements,
which involve a number of risks and uncertainties. thinkorswim Group
Inc. (“thinkorswim”) and TD AMERITRADE Holding Corporation (“TD
AMERITRADE”) caution readers that any forward-looking information is not
a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking information. All
such forward-looking statements include, but are not limited to,
statements about the benefits of the business combination transaction
involving thinkorswim and TD AMERITRADE, including future financial and
operating results, the new company’s plans, objectives, expectations and
intentions and other statements that are not historical facts.

The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
ability to obtain regulatory approvals of the transaction on the
proposed terms and schedule; the failure of thinkorswim stockholders to
approve the transaction; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making
it more difficult to maintain relationships with customers, employees or
suppliers; competition and its effect on pricing, spending, third-party
relationships and revenues. Additional factors that may affect future
results are contained in thinkorswim’s and TD AMERITRADE’s filings with
the SEC, which are available at the SEC’s web site http://www.sec.gov.
thinkorswim and TD AMERITRADE disclaim any obligation to update and
revise statements contained in these materials based on new information
or otherwise.

Additional Information and Where to Find It

In connection with the proposed merger, TD AMERITRADE will file with the
Securities and Exchange Commission (the “SEC”) a Registration Statement
on Form S-4 that will include a proxy statement of thinkorswim that also
constitutes a prospectus of TD AMERITRADE. Thinkorswim will mail the
proxy statement/prospectus to its stockholders. TD AMERITRADE and
thinkorswim urge investors and security holders to read the proxy
statement/prospectus regarding the proposed merger when it becomes
available because it will contain important information. You may obtain
a free copy of the proxy statement/prospectus (when available) and other
related documents filed by thinkorswim and TD AMERITRADE with the SEC at
the SEC’s website at www.sec.gov.
The proxy statement/prospectus (when it is available) and the other
documents may also be obtained for free by accessing thinkorswim’s
website atwww.thinkorswim.com
by clicking on the link for “Investors”, then clicking on the link for
“Financial Reports” and then clicking on the link for “SEC Filings” or
by accessing TD AMERITRADE’s website atwww.amtd.com
and clicking on the “Investor Relations” link and then clicking on the
link for “SEC Filings”.

Participants in this Transaction

thinkorswim, TD AMERITRADE and their respective directors, executive
officers and certain other members of management and employees may be
soliciting proxies from thinkorswim stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of thinkorswim
stockholders in connection with the proposed merger will be set forth in
the proxy statement/prospectus when it is filed with the SEC. You can
find information about thinkorswim’s executive officers and directors in
thinkorswim’s definitive proxy statement filed with the SEC on April 29,
2008. You can find information about TD AMERITRADE’s executive officers
and directors in their definitive proxy statement filed with the SEC on
Jan. 6, 2009. You can obtain free copies of these documents from
thinkorswim or TD AMERITRADE using the contact information above.